1. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted stock units ("RSU") listed in Table II and does not represent a discretionary trade by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.59 to $80.58, inclusive. The reporting person undertakes to provide to Wayfair Inc., any security holder of Wayfair Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Each RSU represents a contingent right to receive one share of Class A Common Stock when vested.

4. These RSUs vest upon the satisfaction of a service condition and have no expiration date. The service condition was satisfied as to 1/5th of the shares on May 1, 2019 and as to an additional 1/20th of the shares for every three months of continuous service thereafter.

5. These shares of Class A Common Stock are issuable upon vesting of an RSU. The RSU vests upon the satisfaction of a service condition. The service condition is satisfied as to 1/8th of the shares for each 3-month period of continuous service thereafter.

Remarks:

/s/ Enrique Colbert, Attorney-in-fact for Thomas Netzer

11/05/2019

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).